| Section 5 |
Corporate Governance and Management
|
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
On July 7, 2021, Guido Van Hauwermeiren resigned from the
Board of Directors (the “Board”) and all Board committee positions
of The GEO Group, Inc. (“GEO” or the “Company”) effective as of
July 7, 2021 for personal reasons. On July 8, 2021, Duane
Helkowski resigned from the Board and all Board committee positions
of GEO effective as of July 8, 2021 for personal reasons.
Neither Mr. Van Hauwermeiren’s decision to resign from the
Board nor Mr. Helkowski’s decision to resign from the Board
involved any disagreement with GEO, management, or the Board. GEO
and the Board thank Messrs. Van Hauwermeiren and Helkowski for
their dedicated service.
On July 9, 2021, the Board of GEO, having received the
recommendation of the Nominating and Corporate Governance
Committee, appointed Jack Brewer and Terry Mayotte to the Board
effective July 9, 2021. Messrs. Brewer and Mayotte will serve
as directors of GEO for a term expiring at the 2022 Annual Meeting
of Shareholders, at which time their continued service on the Board
of Directors will be subject to renomination and shareholder
approval. The appointment of each of Messrs. Brewer and Mayotte was
not pursuant to any arrangement or understanding between him and
any other person.
Mr. Brewer has 20 years experience in leadership, business and
consulting. Since 2001, Mr. Brewer has managed a portfolio of
businesses, including an investment advisory firm, a hedge fund as
well as a global sports management agency. Mr. Brewer leads
global charity efforts delivering millions in emergency aid and
providing programs to thousands living in extreme poverty in Africa
and the Caribbean. Mr. Brewer also founded The Serving
Institute, his Liberty University affiliated faith sports-based
academy for at-risk youth
in America. Mr. Brewer is an adjunct professor at Fordham
Gabelli School of Business, where he teaches his business
leadership and transition curriculum tailored to transitioning
athletes as well as inmates in prison. In 2020, Mr. Brewer became
the White House Appointee on the Congressional Commission for the
Social Status of Black Men and Boys. Mr. Brewer was previously
an NFL team captain for the Minnesota Vikings, New York Giants and
Philadelphia Eagles. Mr. Brewer received a Bachelor of Science
and Master’s degree in Sports Management from the University of
Minnesota.
Mr. Mayotte has over 35 years experience in leadership and
financial management. Mr. Mayotte served as Executive Vice
President and Chief Financial Officer at Oasis Outsourcing, an
organization he founded in 1996 and was a principal architect of
the company’s business model and strategic direction overseeing its
growth to become the largest privately held professional employer
organization with over 225,000 co-employees prior to being sold in
2018 to Paychex, Inc. Prior to that, Mr. Mayotte was the
Treasurer of The Wackenhut Corporation, where he supervised the
company’s banking and cash operations, mergers/acquisitions and
risk management. Mr. Mayotte received a Bachelor of Arts
degree in Business Administration from Emory University.
Each of Messrs. Brewer and Mayotte will be compensated in
accordance with the Company’s previously disclosed compensation
programs for directors who are not employees as described in the
Proxy Statement on Schedule 14A for the Company’s 2021 Annual
Meeting of Shareholders and as may be amended in the future.
There are no related party transactions between the Company and
each of Messrs. Brewer and Mayotte as described in Item 404(a) of
Regulation S-K.
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